XMen Meets Resident Evil
by shimokara
Summary: Yes...you've guessed it. Zombies have flood Bayville and now the XMen must find a way to stop it before the whole city is destroyed. A bloody and horrific fanfic full of death and love?
1. The Outbreak

Amber: Hee hee…couldn't resist on this one…besides…sounds like fun don't it?

Pairings: Well the parings are gonna be Raine/Kurt, Amber/Raien, Kasumi/Pietro, and Lloyd/Rogue

Disclaimer: If you haven't figured it out already I have no means and/or plans of owning all of the hot guys in Resident Evil or X-men…oh…and the girls and the other guys who aren't hot…also…out of al the original characters I own Amber. Raine-chan owns Kasumi, Raine, and Raien, Lloyd owns Lloyd, Leon owns Leon…and I think that's it…

Rating: My guess is PG13…just because I say so…get it, got it…good…fine…I'll be nice. It's for violence and well…violence. So get over it. Enjoy the story…while you can anyway.

_**X-Men Meets Resident Evil**_

**Chapter 1: The Outbreak**

Darkness loomed over the decrepit building. A sharp and painful scream echoed through the entire building. A young woman huddled in a small room hiding from the evil that lingered outside. There was a loud bang on the door causing the poor woman to cower in fear. The banging from the door got louder and the door soon began to rattle about ready to break when all of a sudden the banging ceased.

The woman looked at the door for a few minutes and finally stood up shaking with fright. Her form walked to the door, and stared at it with her blue eyes. Her hand shook violently as it reached for the handle to the door. When she managed to get a grip of the cool handle she pushed the bloody door open. Her head peeked out of the room and looked around. Nothing. Not even a slight stench of death.

She quickly went outside the room, her body still shaking in fear as her hand held tightly to the collar of her white lab coat. The woman made her way down the darkened hall when something from the end of the hall groaned. She stopped moving and just peered at the flickering light that hung from the shirt of the dead security guard. A dark figure suddenly cut in front of the light sending the room into complete darkness for a few seconds.

The woman's eyes grew wide with fear as a groan emitted from the figure's mouth. She began to run in the opposite direction when her leg caught on something and she fell to the bloody tiled floor. She looked down at what she had tripped over only to find the mass biting her ankle.

The woman let out a scream of pain and quickly hurried to her feet. She went to walk, but found it troublesome with her ankle being sliced open by a pair of sharp teeth. Her breath was heavy and her voice carried the sound of fear.

"N…no…stay back! Get away from me!" She said pulling herself across the floor.

The woman's hand touched something wet. Her hand quickly went to the front of her face as she gazed at the redness. Blood. Her head then turned and she her blue eyes stared into the dead ones of the darkened figure.

She let out another scream trying to get away from this form of evil. She started to go the opposite way and suddenly remembered the two figures that were already over there. The woman let out another scream as teeth sank into her arm. There were more dark figures coming towards her now. There moans echoing through the halls and as they did the woman's eyes grew wider in fear.

'This is it…this is the end…' She thought as the figures hurdled over her form.

The woman let out one last painful scream before her body was consumed by the monsters of New Orleans.

(Time Jump- The next day)

"The city of New Orleans was destroyed yesterday, when a nuclear power plant exploded. President Bush made an important announcement earlier today. He said…"

"We, as citizens of the United States should not let accidents like this get out of hand. We will try our hardest to repair the damage and start a new life, and we will make this country a better place to live…"

"In other news…"

Amber pushed a small red button on the remote control, which turned the television off.

"Isn't there anything better on this damn thing?" Amber said complaining, "That would be the second nuclear power plant explosion. First it was Hollywood…now New Orleans…what the hell is wrong with this damn planet?"

"Quit complaining. Just because people are fucking retarded doesn't give you the right to complain and annoy us…" Leon said smiling happily.

Amber looked at Leon, "Yeah…you're right…but still…why do I have the strangest feeling that there is more to the story than what they say? Nuclear power plants don't just explode…either someone was messing with the plant or this whole story is a lie to hide the real truth…"

"Yeah…that may be true, but as long as it ain't here I'm fine with it…"

"And what if it does come here…what if we were killed and someone covered what really happened up so that they don't get into a shit load of trouble…"

"Well…then I'd have to say we're screwed."

Amber's eyes closed, 'What the hell is going on here? Why do I have this feeling and why won't it go away?"

Remy suddenly stumbled into the room, "I'm a zombie here to kill you all."

Remy suddenly bite Leon on his neck, and lapped at the blood. The faint smell of alcohol in his breath.

"How much did you drink this time?" Amber said eyeing him, "And don't even think about biting me."

Remy looked at her and smiled, "I had ten…or was it twenty…I don't know…but I want more…"

"Oh no…it's bad enough that you're here…but you drunk…and here…it's not a good thing…"

"Why?"

"Because you're…you…"

"And what's that supposed to mean?"

"Figure it out yourself drunken bastard."

(Meanwhile in the outskirts of Bayville)

"How are the guinea pigs doing?"

"There doing marvelous. But it seems to be spreading faster than anyone could have hoped."

"Just don't let it loose this time."

"Yes sir!"

There was a slight ring from one of the men's pockets. Both quickly reached for their phones, but only one was pulled from one of the pockets. The taller man opened his phone up and placed it to his ear.

"What do you want? And this better be good…"

"Sir…you better come here quick…it's urgent…"

"What's going on?"

"It's one of the subjects sir…"

"What about one of our subjects?" The man said angrily.

"They…they've escaped sir…"

"WHAT! You better find them and bring them back…"

"Sir yes sir…"

"Oh…and Amer…don't screw this up or it may be the last time you ever work for Umbrella again…"

"Yes Mister Sinister…" Amer said quietly.

Mister Sinister closed the phone and placed it back in his pocket. He smiled evilly to the young man that stood near him.

"Perfect…" He said before letting out that annoying evil laugh of his.

(Time Jump- twenty four hours later)

"It's spreading too fast sir. The whole town is already contaminated and filled with the infected."

"Just shut up you idiotic fool…if you hadn't let that…that thing go…this would have never happened."

"Is that a good thing or a bad thing?"

"In this case a good thing. It turns out are subject is smarter than I suspected."

"What do you mean sir?"

"I mean look at this city…our little pet made it into an army…It's magnificent."

Amer looked at Sinister in confusion. This would be the third time something wrong has happened, and this time it ended up being something very valuable to Umbrella Corps.

End of Chapter 1


	2. Jill Valentine

**Chapter 2: Jill Valentine**

Cars collided with other cars, people screamed in fear as they one by one got bit by the supposedly insane bastards of Bayville. Cops handcuffed those who were covered in blood and biting and scratching violently at others. Little did they know that they soon will become just like them.

Cars suddenly exploded and buildings caught on fire, while the havoc that reigned upon the city spread rapidly through each person. A woman screamed in pain as she fell to the ground dead, her body covered in bite and scratch marks. Before long she became a mindless zombie chasing after the living creatures hungry for their flesh.

At the Institute the children cuddled in a group scared out of their minds. What was going on? Why was everyone acting violently towards one another? Would they be next?

These questions flooded the minds of the teenagers and adults as well, but they couldn't show their fear. They watched as the security devices shot as these monstrous creatures. They watched as their bodies fell to the ground and get back up until they finally reached the enlarged windows.

They banged on the windows huddling against them, trying so hard to get the living beings inside of the mansion. Xavier sat still in his wheelchair staring at the zombie like creatures with his calm eyes.

"The glass will give way soon. Scott take the kids to the hidden tunnels. Jean go with them. Keep them safe, and don't let them scratch or bite you."

Jean nodded and her, Scott, and the children ran away towards the hidden tunnel that led to the X-Jet.

"Professor…do you think this happened…?" Amber was cut off from her question.

"Yes Amber…I believe these creature flooded New Orleans and Hollywood. And whoever is responsible for it, are the ones who let these creatures loose…"

"What are we going to do?"

Suddenly the windows busted loose and glass went skidding across the ground. Everyone stood in their battle position watching as over a dozen of this creatures crawled inside through the windows. One of them was a young boy. He walked on his broken ankle with absolutely no signs of pain. Logan looked to the professor.

"We should get you out of here Professor…"

"Yes…I have faith in all of you…that you will become successfully and stop the people behind this. I will leave with the children and Scott and Jean. Please do your best and don't hesitate to kill them…they may look human, but I guarantee they are not alive…"

With that said Xavier was wheeled away by Hank; Ororo not to far behind him. Leon frowned and brought his attention to the hording zombies that seemed a little too close for comfort. Even took out his spikes and blasted them towards the zombies. The spikes went through the zombies stomach, but to everyone's surprise it was still alive.

"No way! That should have killed him!"

"Sorry, but it didn't…" Leon commented.

"So how do we kill them?"

There were three gunshots and three of the zombies surrounding the Institute fell down and didn't get back up. Evan and the others who were staying to fight stared in confusion. How did that happen?

A woman stood in the distance catching some of the zombies attention. As they came toward her, she lifted her gun into the air and pulled the trigger. They too found their deaths by the mysterious woman.

"Now that's my kinda woman…" Gambit said excited, "Hot and good aim…"

Amber let out a slight sigh, "Everyone's your woman…"

Gambit perked a brow at Amber and smiled that devious and crooked smile of his, "You jealous?"

"Yeah…I wanna kick her ass so bad because I'm madly in love with you…" Amber said sarcastically, "You're a whore ok…besides I'm sure that I'll find someone who likes me that I like back one day…"

"And if you don't?"

"Then I'm single for the rest of my life…"

Leon went to make a comment, but kept his mouth shut knowing he would get hit for it. The woman made her way to the window, killing zombies as she came upon them. She was soon climbing through the broken window with Remy's help. She gave him a thankful smile before staring at everyone else.

"You gotta injure their spine, break their neck, or shoot them in the head."

"How do you know so much about these things…"

The woman didn't reply. She just stared at Amber confused.

"Who are you and what else do you know?" Amber asked, out of curiosity about the origin of the Zombies.

"My name is Jill…Jill Valentine…I used to work for a group called S.T.A.R.S. These things are the living dead. They are infected with the T-virus."

"T-Virus?" Amber asked interested in what Jill was saying.

"The T-virus is a biological weapon. For approximately thirty minutes it is airborne infecting everything in its path, when the person or thing that is infected dies it reanimates the blood to make them the living dead. If you are bit or scratched by them you are infected, and without the antivirus you too will become one."

"Where did it start?"

"It all started at the Hive, a secret organization that studied biological experimentation. There was an accident, and the virus escaped. Everyone died, and a S.T.A.R.S. team was sent down to investigate. They were the best of the best, and all but two people died. People were sent to see what happened, but the zombies in their escaped, and ran through the woods. I was one of the few survivors to make it out, but the virus spread to fast and all of Raccoon City was infected. Only five people escaped Angela, Alice, Carlos, some guy, and me. Raccoon City was destroyed, and Umbrella covered up the truth saying the city was destroyed because of a nuclear accident. I won't let them get away this time."

Amber walked up to her, "Is that what happened in Hollywood and New Orleans?"

"Yes…and from contacts a man named Hyvel is behind all of this."

"Hyvel? What is he doing with a virus this deadly?" Leon asked angrily.

"I don't know, but we have to stop him." Jill said.

"There's more coming from the gates!" Leon said shocking one of them, "Look it's cooking…"

Amber looked at Leon and smiled, "You know…maybe we should pay more attention to the zombies coming at us than the one that's smoking."

Leon looked at her, "But it's cool…"

"I know. But distractions like that could get you killed one day, and I know you know that."

"Yeah, I know…hey…what about Kva. Do you think he's ok?"

"He learned from the best. So he should be." Raine said her hands glowing pearly white, "Now lets destroy these things."

End of Chapter 2


	3. Infection

Chapter Three: **Infection**

Everyone stood still. The moans of the zombies that seemed to be flooding outside of the Institute were louder than ever. Amber looked outside. A hand had swipe across in front of her, but she was too fast for it. Amber had pulled back and the hand had missed her.

She let out a sigh, "Evan…why don't you keep watch for now?"

Evan nodded. This way he could prove to everyone how cool and unafraid he was, although he knew he deep down he was shaking in fear.

'One bite…one scratch…that could end it all…' He thought to himself as he walked near the broken window.

Shriveled and bloody hands reached up to the window, trying to get to the young man that stood near it. The window was already tainted with blood, but with the zombies crowding around, neatness was out of mind.

Evan walked a little closer to the window. He made sure he was out of reach of the living dead, afraid of what he would become when bitten.

Meanwhile, the others sat down and rested. As long as those things weren't in the mansion, they would be safe for now and could get some sleep. Energy at this point was good to keep store of. No telling when one would need to use it and hopefully when they do, they wont use to much.

There were few footsteps from down the hall. Everyone looked in the directions it could be coming from, but saw nothing. All of a sudden there were more. It was as if people had made it into the Institute safely for shelter, but that alone wouldn't let their guard down.

Everyone kept quiet. Listening to the different footsteps of whatever was making them. Amber was shaking slightly a sixth sense kicking. Telling her something was wrong, that they should get out of there, but she just ignored it and waited. She could hear her breath among the footsteps.

It was shaky from her curiosity and her fear. Adrenaline seemed to want to kick in, it was like her favorite horror movie come to life. Gambit placed a hand on her shoulder and mumbled a few words quietly.

"I have a bad feelin' 'bout this…"

"So do I…" Amber said back, "A part of me wants to get the hell out of here, but the other parts wants to stay and find out whatever it is."

"Yeah, well…I think you should listen to the part that's telling you to get the hell outta here 'cause I don't think they are here for shelter."

Gambit pointed to a stampede of zombies that was heading their way. Everyone that was sitting stood up and ran away; Evan of course was running as well.

Gambit, Amber, Leon and Evan seemed to be using their powers while running to kill at least some of the zombies, but that only seemed to bring more.

"There's too many!" Amber yelled, "Let's just say fuck it and get our sorry asses outta here before we become one of them."

But just as the four were about to turn the corner, they saw the others running the opposite way towards the back door. The four turned the corner and suddenly stopped. A horde of zombies was coming from there to. They quickly turned around and followed the others.

"Open the door!" Leon yelled when the small group of four caught up with everyone else.

"We can't. It…won't…budge…" Jill said trying to kick the door down.

"Here let me try…" Raine said. She went up to the door and punched it slightly, "There you go."

"But it didn't move…"

"That's why you do this…" Raine put her hand on the door and pushed it forward.

The door suddenly fell to the ground, "How did…? Never mind…"

Raine smiled as they ran outside, the other's not far behind. There were zombies out back, but not as many near the front. Raine felt that their was still soul energy in the zombies and began to take that from them, while taking it, she quickly broke their necks so that they wouldn't bite her.

"Now this time stay dead…" She said calmly, enjoy herself.

All of a sudden, out of nowhere, there was a sickening and painful scream. No one turned around or stopped. They couldn't. If they did they would surely get bitten.

When everyone made it to a clearing, where there was no zombies in sight, they did a person count.

"Ok…who's missing?" Gambit asked.

"Um…no one can answer that…since everyone here isn't missing…" Amber said smartly.

"Ok…who's here?"

"Let's see…there's me, you, Leon, Jill, Raine, and…uh…Evan…Ooh…I know who's missing…pick me…pick me…" Amber said cheerfully.

Gambit smile, "Who's missing then?"

"Evan…and soon to be you…bye."

Gambit stood still thinking about what Amber meant, when he finally realized that everyone was gone. He looked in the direction Amber left in and ran up to the group.

"Why'd you leave me?"

"Does you being slow count?" Raine asked.

"Yeah…" Amber said.

"Ok…then that's my answer…"

Gambit frowned, "You know…there's some things we should pick up before we go…"

"Like what…"

Gambit looked around, and spotted something to his liking. A bar whose walls seemed to be covered in blood was nearby. When Amber realized this, she whacked Gambit on the head.

"What's more important…alcohol or your life?"

"The bar of course…"

"Well, then…I guess your life means nothing…and that you hate women…"

"Wait…can I change my answer?"

"Why not?"

"I change it to women…women are more important to me…"

Meanwhile, Evan kept running; the zombies not far behind. He held his arm tightly by his side. His face was wet with sweat and his vision seemed to blur a little, but he kept on running. They had bit him and soon he would be one of them, but he didn't want to. He feared of becoming one and had hoped he would survive.

Evan ran up to a group of survivors. They huddled in a building. All of them holding guns as he walked to them.

"Wait, don't shoot. I'm a survivor." Evan said holding up both arms.

"Have you been bitten or scratched by one of those things?" A deep manly voice had asked.

"I…uh…" Evan started. He couldn't tell them, they would kill him for sure, but that may keep him from changing.

"Have you been bitten or scratched?"

"Yes!" Evan yelled.

"I'm sorry, but we can't let you in. Be gone with you!"

Evan nodded. They probably could bear the fact of killing someone who was still alive. He started walking away, and at a safe distance from the place with the survivors he had stopped. He took one last look at the building before…BANG! A bullet from a shot gun had traveled through his arm. Another fire, but this time the bullet went through his stomach.

Evan continued walking away in pain as his vision blurred, but worse this time. When Evan knew he was away from the building he smiled and fell to the ground. No more gun shots. No more skin being torn from his body. No…more…pain…

Evan's eyes closed and his heart stopped. His body laid still on the ground, blood spilling from his bullet wounds and his bitten arm. Something was wrong. Evan eye's opened but they weren't their normal color of brown they were now a milky white.

End of Chapter 3


	4. Lloyd abd Kva

**Chapter 4: Lloyd and Kva**

Raine and the others walked slowly down the bloodied and trashed up road. There was what sounded like a loud cheer, not far from the group and of course all of them went over to investigate.

Being the assassin she was, Raine went ahead. Her form disappeared in the darkness as she ran silently and gracefully through the alleyway. A flickering light appeared near the end of the alleyway, and just before she was close enough to the light to bask in it, Raine had moved up against the wall and slowly inched closer and closer to the light.

"That was so cool Lloyd. Changing into your metal panther form and slicing zombies in two. It was amazing. I wish I could transform like that too." Kva said happily.

Lloyd frowned at his student, "No, you don't."

"Brother?" A monotone, but feminine voice.

"Raine? What are you…? How did you get here?"

"From the cheering I heard, anyone could have found you."

Lloyd chuckled while scratching the back of his neck, "Yeah…well…it was Kva after all."

"Sorry…it kinda slipped…" Kva said looking to the ground sadly.

"Well, don't let it happen again…I don't know what I'd do if you died." Leon said standing at Raine's side.

"Leon!" Kva said happily.

Kva ran over to Leon and gave him a hug, "I'm glad you're safe."

"Ok, you two. It's not the time to…"

There was a soft groaning noise from the other end of the alleyway, the way everyone had just come. Although the others were already out of the narrow passage, they still waited for the on coming danger.

People screamed in horror. Some who were driving either crashed or quickly stopped, got out, and ran. A young girl around the age of eight had been separated from her mother and in fear took shelter inside her mother's car, which had almost recently crashed.

She tried to hold her tears, but they wouldn't stop. She cried out for her mother, but no one came, not even another adult. Before long everything went silent except for the moans of the "monsters" outside.

They sensed something near them. Something that wasn't infected, and immediately they went for the car with the little girl wanting to tear her flesh apart and taste the sweet red liquid that seemed to seep out of everyone else that they sunk their teeth and nails into.

The young girl couldn't help but let out a scream as the car shook slightly and the zombies crowded around. Tons seemed to be around the car, but before they even broke the windshield, some had left and walked away.

The larger group of X-Men and mercenaries (Mostly X-Men) had stumbled upon this large group of zombies. Behind them were a bunch of bodies of the zombies that had hoarded towards them from the alleyway.

"Great. I guess they don't ever give up, huh?" Amber said shrugging.

She took shadow from the zombies that had walked under the street light and made a shadow minion. Her shadow minion was tall about six feet tall in size with demon like wings.

Mentally the shadow manipulator controlled the minion while trying to keep away from the nails and teeth of the zombies. Gambit, on the other hand, was helping her, by throwing cards that he had lit on fire at the zombies and watching as the explode.

"Yahoo! This is better than Mardi Gras!" Gambit said happily, throwing more cards from his deck at the zombies.

"Hey, Gambit. You still have your Queen of Hearts?" Amber asked.

"Didn't I already tell you that I save the lucky lady for last?"

"Yeah, but I felt like asking. Thanks for helping me out."

"You mean protecting you. Oh, and when we survive this…I expect a little something in return for this."

"Ok…I'll buy you a shock collar." Amber said jokingly.

"So you can shock da Gambit when he's bad?"

"Either that…which doesn't sound right at all and you might enjoy that a little too much…"

"You bet!" Gambit said, interrupting Amber.

"Or…I'll give you to Kitty so she has someone to go shopping with!"

"You wouldn't dare…"

"Wanna bet?"

Gambit didn't say anything else. Amber sounded too serious. When all the zombies were lying on the ground dead, Amber went to the car that they seemed to be looming over.

"Hey, there's a kid here!" Amber said lifting her out of the car.

The young girl instantly kicked and screamed when she was lifted into the air. She had been traumatized by the whole ordeal and couldn't understand why she was being help. No one had helped her before. They left her in the car to die.

"Are you ok? Where are your parents?" Amber asked trying to comfort the young girl.

"I-I'm fine…" She had said shyly, "Mommy left me…when those scawy (Scary with a W instead of an R) monster came…please don't weave me."

Amber hugged her tightly, "It's ok. We'll protect you. Just stick with us and you'll be safe. Ok?"

The young girl nodded.

"So what's your name? How old are you?"

"My name is Tiffany. I'm this many years old." The girl held up six fingers.

"Your six?"

"Uh-huh."

Amber looked at the others. This young girl in a way was like her. Abandoned by her family and left to die. Amber held the girl in her arms while walking.

"You can't take her with us…" Gambit said, "You didn't even ask if we wanted her with us."

"I don't care what you want. She's just a little kid. I'm not going to leave her here. Like me…she was abandoned…left to die…in a way sh is like me…and like me she will survive…if you have a problem with that then you can leave."

Gambit sighed, "You're really attached to her aren't you?"

"Yeah, I can't just leave such an adorable girl behind."

Tiffany giggled at Amber's comment and looked around. There was nothing but chaos and destruction. Everywhere they had went. Nothing seemed to change.

The group was not alone. Deep in the shadows, slowly behind their trail, was one of their own. This one was different. This one was a zombie. Who could it be? Is it Evan? No. It's someone else.

**End of Chapter 4**


End file.
